================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) March 6, 2001 ------------- First Consumers National Bank First Consumers Master Trust - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Illinois - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 333-48860 and 333-48860-01 93-098-2044 - ---------------------------------- -------------------------------------- (Commission File Number) (I.R.S. Employer Identification No.) 9300 S.W. Gemini Drive, Beaverton, OR 97008 - ------------------------------------------------------------------------------------------ (Address of Principal Executive Offices) (Zip Code) (630) 986-8800 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) No Change - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ================================================================================ Item 2. Acquisition or Disposition of Assets. On March 6, 2001, Registrants caused the issuance and sale by First Consumers Card Master Note Trust of $462,000,000 aggregate principal amount of Class A Series 2000-A Floating Rate Asset-Backed Notes, $63,000,000 aggregate principal amount of Class B Series 2000-A Floating Rate Asset-Backed Notes, and $36,000,000 aggregate principal amount of Class C Series 2000-A Floating Rate Asset-Backed Notes. The Registrant is filing final forms of the exhibits listed in Item 7(c) below relating to the Notes. Item 7. Financial Statements and Exhibits. (c) Exhibits. Exhibit No. Document Description ------- -------------------- (a) Not applicable (b) Not applicable (c) Exhibit 1.1 Underwriting Agreement, dated March 1, 2001, among Deutsche Banc Alex. Brown Inc., Representative of the Underwriters, First Consumers National Bank and Spiegel, Inc. Exhibit 4.1 Master Indenture, dated as of March 1, 2001, between First Consumers Credit Card Master Note Trust and The Bank of New York Exhibit 4.2 Indenture Supplement, dated as of March 1, 2001, between First Consumers Credit Card Master Note Trust and The Bank of New York Exhibit 4.3 Transfer and Servicing Agreement, dated as of March 1, 2001, between First Consumers National Bank and First Consumers Credit Card Master Note Trust Exhibit 4.4 Trust Agreement, dated as of March 1, 2001, between First Consumers National Bank and Bankers Trust Company Exhibit 4.5 Administration Agreement, dated as of March 1, 2001, between First Consumers Credit Card Master Note Trust and First Consumers National Bank Exhibit 4.6 Collateral Series Supplement including form of Collateral Certificate, dated as of March 1, 2001, between First Consumers National Bank and The Bank of New York Exhibit 4.7 Note Purchase Agreement, dated as of March 1, 2001, between First Consumers National Bank and Deutsche Banc Alex. Brown Inc. -2- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FIRST CONSUMERS NATIONAL BANK (Co-Registrant) Dated: March 9, 2001 By: /s/ John R. Steele ------------------- Name: John R. Steele Title: Treasurer and Director FIRST CONSUMERS MASTER TRUST (Co-Registrant) By: First Consumers National Bank, as originator of First Consumers Master Trust Dated: March 9, 2001 By: /s/ John R. Steele ------------------- Name: John R. Steele Title: Treasurer and Director -3-